false 0001829802 0001829802 2022-06-10 2022-06-10





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2022



Sensei Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-39980   83-1863385

(State or other jurisdiction

of incorporation)



File Number)

  (IRS Employer
Identification No.)

451 D Street, Suite 710

Boston, MA 02210

(Address of principal executive offices, including zip code)

(240) 243-8000

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:





Name of Each Exchange

on which Registered

Common Stock   SNSE   The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2022, Sensei Biotherapeutics, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2022 (the “Proxy Statement”). Of the 30,682,813 shares outstanding as of the record date, 22,684,924.23 shares, or 73.93%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of three nominees to serve as directors on the Board of Directors until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:




Votes For


Votes Withheld


Broker Non-Votes

John Celebi

  12,635,573.87   5,104,301.36   4,945,049

Samuel Broder

  12,308,298.87   5,431,576.36   4,945,049

William Ringo

  13,166,448.87   4,573,426.36   4,945,049

All nominees were elected.

Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were cast as follows:


Votes For


Votes Against




  147,581.45   6,751


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Erin Colgan

Date: June 14, 2022      

Erin Colgan

Chief Financial Officer